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Three and Six Month Renewable Unsecured Subordinated Notes One, Two, Three, Four, Five and Ten Year ... - page 8 / 40

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We have also filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the notes offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement because parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The registration statement is available for inspection and copying as set forth above.

RISK FACTORS

The risks described below set forth the material risks associated with the purchase of notes and our com- pany. Before you invest in the notes, you should carefully consider these risk factors, as well as the other informa- tion regarding the notes and the company contained in this prospectus and in the documents incorporated by ref- erence into this prospectus.

Risk Factors Relating to the Notes

Because of their characteristics, the notes may not be a suitable investment for you.

The notes may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional financial advisors prior to purchasing notes. The characteristics of the notes, including ma- turity, interest rate and lack of liquidity, may not satisfy your investment objectives. The notes may not be a suita- ble investment for you based on your ability to withstand a loss of interest or principal or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors. Prior to purchasing any notes, you should consider your investment allo- cation with respect to the amount of your contemplated investment in the notes in relation to your other investment holdings and the diversity of those holdings.

Because the notes rank junior to substantially all of our existing and future debt and other financial obliga- tions, your notes will lack priority in payment.

Your right to receive payments on the notes is junior to substantially all of our existing indebtedness and future borrowings (including debt of our special purpose entities). Your notes will be subordinated to the prior payment in full of all of our other debt obligations, other than our issued and outstanding renewable unsecured subordinated notes, and your notes will be pari passu in right of payment with our issued and outstanding renewa- ble unsecured subordinated notes. As of June 30, 2011, we had approximately $643.9 million of debt outstanding that is senior to your notes, of which approximately $590.6 million was issued by our consolidated special purpose entities. Including accounts payable, accrued expenses and an additional approximately $53.2 million of debt that does not appear on our consolidated financial statements (which was issued by our off-balance sheet special pur- pose entities), we had approximately $720.5 million of outstanding obligations senior to your notes. As of Sep- tember 30, 2010, we had approximately $743.7 million of debt outstanding that is senior to your notes, of which approximately $716.7 million was issued by our consolidated special purpose entities. Including accounts paya- ble, accrued expenses and an additional approximately $90.5 million of debt that does not appear on our consoli- dated financial statements (which was issued by our off-balance sheet special purpose entities), we had approx- imately $855.1 million of outstanding obligations senior to your notes. We may also incur substantial additional indebtedness in the future that would also rank senior to your notes. Because of the subordination provisions of the notes, in the event of our bankruptcy, liquidation or dissolution, our assets would be available to make payments to you under the notes only after all payments had been made on all of our secured and unsecured indebtedness and other obligations that are senior to the notes. Sufficient assets may not remain after all such senior payments have been made to make any payments to you under the notes, including payments of interest when due or principal upon maturity.

Because there will be no trading market for the notes and because transfers of the notes require our con- sent, it may be difficult to sell your notes.

Your ability to liquidate your investment is limited because of transfer restrictions, the lack of a trading market and the limitation on repurchase requests prior to maturity. Your notes may not be transferred without our prior written consent. In addition, there will be no trading market for the notes. Due to the restrictions on transfer of the notes and the lack of a market for the sale of the notes, even if we permitted a transfer, you might be unable to sell, pledge or otherwise liquidate your investment. We are currently subject to contractual restrictions that pro- hibit us from repurchasing notes except in the case of death or total permanent disability of the related holder. In any event, the total principal amount of notes that we would be required to repurchase in any calendar quarter, for

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